1745.33
Authority and duties of manager; standard of care.

(A)
Except when the law or the governing principles
require that action be otherwise authorized or taken, all of the authority of
an unincorporated nonprofit association shall be exercised by or under the
direction of its manager or managers.

(B)
The
only fiduciary duties a manager owes to the association are the duties set
forth in this division. The duties of a manager are to act in good faith, in a
manner the manager reasonably believes to be in or not opposed to the best
interests of the unincorporated nonprofit association, and with the care that
an ordinarily prudent person in a similar position would use under similar
circumstances. A manager serving on a committee of managers is acting as a
manager.

(C)
In performing the duties of a manager, a manager is
entitled to rely on information, opinions, reports, or statements, including
financial statements and other financial data, that are prepared or presented
by any of the following:

(1)
One or more managers, officers, or employees of the
association who the manager reasonably believes are reliable and competent in
the matters prepared or presented;

(2)
Counsel, public accountants, or other persons as to matters that the manager
reasonably believes are within the person's professional or expert
competence;

(3)
A committee of the managers in which the manager does
not serve, duly established in accordance with a provision of the governing
principles as to matters within its designated authority, which committee the
manager reasonably believes to merit confidence.

(D)
For
purposes of division (B) of this section, the following apply:

(1)
A
manager shall not be found to have failed to perform the manager's duties in
accordance with that division, unless it is proved by clear and convincing
evidence in an action brought against the manager that the manager has not
acted in good faith, in a manner the manager reasonably believes to be in or
not opposed to the best interests of the unincorporated nonprofit association,
or with the care that an ordinarily prudent person in a similar position would
use under similar circumstances. An action under division (D)(1) of this
section includes, but is not limited to, an action that involves or affects any
of the following:

(b)
A termination or potential termination of the
manager's service to the association as manager;

(c)
The
manager's service in any other position or relationship with the
association.

(2)
A
manager shall not be considered to be acting in good faith if the manager has
knowledge concerning the matter in question that would cause reliance on
information, opinions, reports, or statements that are prepared or presented by
any of the persons described in divisions (C)(1) to (3) of this section, to be
unwarranted.

(3)
The provisions of division (D) of this section do not
limit relief available under section
1745.42 of the Revised Code.

(1)
Subject to divisions (E)(2) and (3) of this section, a manager is liable in
damages for any act that the manager takes or fails to take as manager only if
it is proved, by clear and convincing evidence, in a court with jurisdiction
that the act or omission of the manager was one undertaken with a deliberate
intent to cause injury to the association or was one undertaken with a reckless
disregard for the best interests of the association.

(2)
Division (E)(1) of this section does not affect the liability of a manager
under section
1745.56 of the Revised Code.

(3)
Subject to division (E)(2) of this section, division (E)(1) of this section
does not apply if, and only to the extent that, at the time of an act or
omission of a manager that is the subject of the complaint, the governing
principles of the association state by specific reference to division (E)(1) of
this section that its provisions do not apply to the association.

(F)
For purposes of this section, in determining what a
manager reasonably believes to be in or not opposed to the best interests of
the association, a manager shall consider the purposes of the association and
may consider any of the following:

(1)
The
interests of the employees, suppliers, creditors, and customers of the
association;

(4)
The
long-term and short-term best interests of the association, including, but not
limited to, the possibility that those interests may be best served by the
continued independence of the association.

(G)
Divisions (E) and (F) of this section do not affect the duties of a manager who
acts in any capacity other than in the capacity as a manager.